Bain Capital Investments, 1984-1999

Deutsche Banc Alex, Brown

Deutsche Banc Alex. Brown
Special Opportunities Fund

Investing in funds managed by Bain Capital

Important Information

The Deutsche Banc Alex. Brown Special Opportunities Fund LLC (the "Fund") and its sponsors are not
affiliates of Bain Capital LLC and its affiliates ("Bain Capital") or any Bain Capital Fund. Purchasers of the
interests offered hereby will not be limited partners in any Bain Capital fund, and will have no direct
interest in any Bain Capital fund or any standing or recourse against any Bain Capital fund or its
affiliates. The Bain Capital funds and their sponsors are not responsible for the formation of the Fund,
nor have they been involved in the marketing or solicitation of interests in the Fund. The offering of
interests in the Fund should not be considered an offering of interests in any Bain Capital fund.

As a diversified global financial institution, Deutsche Bank and its affiliates engage in a broad spectrum of
activities, including serving as placement agent for private equity offerings, being actively involved in venture
capital, merchant banking, private equity investments, financial advisory services, asset management and other
activities. In the ordinary course of business, Deutsche Bank engages in activities where its interests or the
interests of its clients may conflict with the interests of the investors in the Fund.

This presentation material (this "Material") is furnished exclusively for the benefit of and internal use of
prospective investors on a confidential basis for the purpose of providing information about an investment in the
Fund and may not be used for any other purpose. This Material may not be reproduced or provided to others
who are not directly concerned with the investment decision and must be returned or destroyed if an
investment is not made in the Fund.

Certain information herein is derived from sources deemed to be reliable, but no representation or warranty is
made as to its accuracy or completeness. This Material does not constitute an offer or a solicitation to invest in
the Fund. Such an offer or solicitation shall be made only by means of the private placement memorandum.
The terms of the offering described herein may be modified prior to the delivery of any private placement
memorandum.

This Material does not contain complete information about the Fund. Any investment decision should be based
only on the data in the private placement memorandum. The private placement memorandum contains
information that is current as of its publication date and after the publication date may no longer be complete or
current. Contact your sales representative for the private placement memorandum, current information or
additional materials. Any projections, forecasts and estimates in this marketing document, including estimates
of returns or performance, are forward-looking statements and are based upon certain assumptions. Actual
events are difficult to predict and may be beyond the Fund's control.

This Material contains certain historical return information with respect to funds managed by Bain
Capital, which has been provided by Bain Capital to the Fund. Neither DB Alex. Brown, LLC nor
Deutsche Bank Securities Inc. has independently verified such information and no representation or
warranty is made as to its accuracy or completeness. Past performance is not indicative of future
returns.

Please note that levels and bases of taxation can change. Your investment will be denominated in US$ and thus
will be subject to any fluctuation in rate of exchange between US$ and the currency of other jurisdictions
where investment funds purchased by the Fund have made investments. Such fluctuations may have an
adverse effect on the value, price or income of that investment.

Interests in the Fund have not been registered under the securities laws of the United States or any other
jurisdiction and have not been listed on, or otherwise admitted to, any securities market. Accordingly, there is
no public market for interests and no such market is expected to develop.

The value of an investment in the Fund may fluctuate. No assurance can be given that the Fund's investment
objectives will be achieved or that the investors will receive a return of all or any part of their capital.

Unique Investment Opportunity

Deutsche Banc Alex. Brown Special Opportunities Fund LLC (the "Fund") is being formed to provide
a limited number of sophisticated clients of Deutsche Banc Alex. Brown and Deutsche Bank
Securities Inc. ("DBSI") the exclusive opportunity to invest in a diversified portfolio of funds
managed by Bain Capital, LLC and its affiliates ("Bain Capital"), one of the world's leading alternative
asset management firms. The Fund provides investors the unique opportunity to invest in funds
managed by Bain Capital which are generally closed to new investors or whose minimum
investment requirements are often substantially higher than the Fund's minimum investment
requirement.

Deutsche Banc Alex. Brown's decade-long relationship with Bain Capital has enabled the Fund to
obtain a position in each of the strategies managed by Bain Capital. With this single investment,
Fund investors will participate in a variety of Bain Capital's synergistic investment strategies that
have produced outstanding results, including venture capital, traditional leveraged buyouts, European
private equity, high yield and public equity investment funds. The Fund will have exposure to a
diversified portfolio of middle market and larger size companies, established and start-up companies,
public and private companies and U.S. and non-U.S. companies.

Bain Capital's investment professionals invest in private and public equity, as well as mezzanine and
high yield investments. The cross-fertilization of perspectives and expertise among Bain Capital's
investment professionals when considering investments at each stage of a company's development
and at each point in the capital structure is a strategic advantage for the Fund.

The objective of the Fund is to achieve an annual rate of return on invested capital in excess of the
returns generated by conventional investments in the public equity market and the private equity
market. While no assurances can be made with regard to the Fund's success, DBSI believes that,
based upon Bain Capital's demonstrated track record, the ability of its professionals and its extensive
relationships and resources, this objective can be achieved.

1

Bain Capital

Founded in 1984, Bain Capital is a global investment firm with approximately 100 investment
professionals managing over $10 billion of alternative assets. Bain Capital's extensive experience
includes reviewing over 10,000 transactions and making over 750 investments across its funds.

Bain Capital's first five private equity funds achieved an average annualized rate of return of
approximately 173% per annum on all realized investments and 88% per annum on all investments
through December 31, 1999. DBSI believes that these returns are among the highest returns in the
private equity community over the 16-year period during which Bain Capital has been investing Bain
Capital has successfully extended its leading franchise into other areas where it is able to apply its
value-added investment approach, including mezzanine, public equity and high yield debt funds.

The investment professionals of Bain Capital have personally committed to invest more than $400
million m the investment funds in which the Fund is expected to invest. The incentives of Bain
Capital's investment professionals are clearly aligned with those of investors in the Fund as both will
look to the performance of investments made by such investment funds as the primary source of
economic reward.

2

Key Elements of Bain Capital's Investment Strategy

Bain Capitals investment philosophy is characterized by its demonstrated belief that a combination
of strong management, sound fundamental business analysis, focused strategy, and aggressive
action substantially improves a business's profits and value. Bain Capital's strategy is to combine
state-of-the-art financial engineering with proven operating skills to grow sales, increase profitability
and build long-term value.

Bain Capital's success has been based on a number of strategic elements, including:

• Highest Quality People. Bain Capital seeks to attract and retain individuals who have
demonstrated exceptional ability in sourcing, analyzing, financing, negotiating, and structuring
investments. Bain Capital's investment professionals possess extensive experience in consultinq
banking, finance, law, industry and academia.

• Proven Analytical Approach. Bain Capital's exhaustive commitment of human resources to the
due diligence process enables it to carry out a comprehensive financial and strategic analysis of
each potential investment. The strategic evaluation typically includes market research, customer
and supplier interviews, product and cost comparisons with a company's key competitors and
management interviews and reference checks. One of the most important assessments is
calibrating the strengths and weaknesses of the management team. Bain Capital has substantial
expertise in evaluating management capability due to its accumulated experience working
intimately with its many portfolio companies. The due diligence process also includes a detailed
analysis of each company's capital structure and access to capital, as well as regulatory tax and
legal considerations.

• Proprietary Deal Flow. The quality and quantity of investment opportunities seen by Bain
Capital is the lifeblood of its alternative asset management business. Bain Capital believes that it
will continue to see excellent opportunities because of its:

- Personal Contacts. Bain Capital enjoys extensive, high-quality industry contacts through its
network of more than 150 private equity portfolio companies and the comprehensive experience
of its investment professionals. Portfolio company executives are an extremely helpful and
efficient source of information regarding industry performance and trends, competitive
dynamics, management references, and further industry contacts. In addition, Bain Capital's
limited partners include over 75 CEO or senior-level executives, as well as numerous investors
with industry expertise with whom Bain Capital has built relationships over the years.

- Relationships with Leading Investment Banks and LBO Sponsors. Due to its strong
relationships Bain Capital is presented with numerous opportunities from leading investment
acquisitions SP ° nS ° r 9r ° UPS approach Bain Ca P' tal t0 Partner in leveraged

" t*™£ n* ^ lnte9ri * * nd ^celterm. As a result of its outstanding reputation, potential
^rtunSeS 8PP Pita ' direCt,Y With SitUati ° ns which present proprieta ^ inv^ment

• Value-Added Support for Portfolio Companies. Bain Capital's high ratio of investment

rrikn^ t0 aS f tS Und6r mana 9 ement ena b"es it to provide its portfolio companies with high
levels of ongomg strateg.c advice and support (including serving on corporate boards and

temporarily filling operating positions). The Bain Capital team includes individuals with proven
operational capabilities to support a company's management team in achieving the profit
improvement and value enhancement opportunities identified in the business plan developed by
Bain Capital prior to making each investment. Each investment is predicated on a detailed
understanding of how Bain Capital can build value. Investment themes that Bain Capital has
employed to build value include:

- Strategic growth platforms

- Industry consolidations

- Turnaround opportunities

- Situations where Bain Capital's comprehensive industry analysis led it to take a contrarian
market view

- Situations where Bain Capital believed it could unlock value through a change in management or
strategic direction

• Diversified Investment Portfolios. Because Bain Capital's investment team is comprised of
more than 100 professionals with extensive and diverse industry expertise, the firm has
successfully assembled diversified portfolios consisting of companies from numerous industries.
Set forth below is the industry composition of private equity investments made by Bain Capital.

Bain Capital Private Equity Investments
Breakdown of Industry Investments
($ millions)

Industry

Number of
deals

Investment
amount

Consumer Products

Information/New Economy

Media/Telecom

Business Services

Healthcare

Retail

Industrial & Manufacturing
Hardware Technology

29
32
13
20
15
16
19
7

398
283
273
221
183
172
156
132

4

Identified Funds

The Fund intends to make investments in the following Bain Capital funds:

Target

™™ Allocation

• Bain Capital Fund VII- 15.0-20.0%
Private equity investments in middle

market and larger
transactions

• Bain Capital VII Coinvestment Fund - 25.0-32.5%
Participating with Fund VII to finance

private equity investments in larger
transactions that require more than $100
million in equity to be invested

• Bain Capital European Private Equity Fund- 12.5-25.0%
To be organized to make private equity

investments in companies located primarily
in Western Europe

• Bain Capital Sankaty Fund - 20.0-25.0%
Leveraged total return fund to be organized to make

investments in secured bank loans, high yield
bonds and other special opportunities,
including private equity

• Bain Capital Venture Fund- Up t0 12.5%
To be organized to make venture capital

investments in private companies

• Brookside Capital Partners Fund- Up to 15.0%
Investments in long or short positions of

public and late-stage private companies

The Fund may also make investments in other funds managed by Bain Capital based upon the
particular investment opportunities and their impact on the Fund's overall portfolio diversification.

5

Bain Capital Fund VII

Fund VII will invest in middle market and selective large leveraged acquisitions, growth capital
investments and restructurings, which have been the primary focus of Bain Capital's private equity
investment activity. As set forth below, Bain Capital's first five private equity funds have achieved an
average annualized rate of return of approximately 173% per annum on all realized investments and
88% per annum on all investments through December 31, 1999. Fund VI has recently been invested
and its existing investments will take time to harvest. Additional information regarding private equity
investments made by Bain Capital is set forth on pages 16-21.

Bain Capital Private Equity Returns in Funds I - V
September 30, 1984 - December 31, 1999
(S millions)

Fund

# of companies

Total Bain

Capital
investment

Total realized or
estimated
value

Annualized IRR

Fund I

21

38.2

211.1

173.3%

Fund II

37

113.5

819.9

79.4%

Fund III

20

52.2

212.7

53.2%

Fund IV

28

270.3

1,262.6

96.1%

Fund V

31

428.9

855.5

78.6%

Total Funds I - V

115

881.4

3,276.8

88.0%

Total All Realized Investments

83

458.2

2,757.8

173.2%

6

Bain Capital VII Coinvestment Fund

Coinvestment Fund VII will participate in larger private equity investments where Bain Capital
believes it can achieve high rates of return. Bain Capital has led a number of large LBOs which,
given the firm's selectivity, have generated attractive returns. In transactions where Fund VII invests
more than $100 million in equity, Coinvestment Fund VII and Fund VII will each invest 50% of the
investment amount above $100 million.

Bain Capital has participated in a number of attractive, larger investment opportunities. In excess of
40% of the assets of each of Funds V and VI were invested in larger transactions requiring more
than $100 million in equity. Bain Capital's track record in sponsoring and investing in large
transactions underlines the attractiveness of its strategy of analyzing larger transactions.

Bain Capita! Private Equity Investments
Summary of Large Transactions in Funds IV and V
(S millions)

Company

Bain

Capital

Investment

Total

investment

date

equity

amount'")

Jun-94

138.0

20.4

Aug-94

72.0

29.8

Nov-94

160.0

50.9

Dec-94

85.0

29.8

Aug-96

125.2

56.5

Sep-96

345.0

104.0

Oct-97

500.0

24.6

Dec-97

144.0

56.8

1,569.2

372.3

Realized
amount

Estimated

Implied

9/30/00

Total

annual

value" 5 *

value

IRR«=>

2.5

114.4

82.2

228.5

227.9

15.0

15.0

(30.2)

14.9

256.9

60.5

364.7

387.9

105.5

298.8

6,636.3

223.4

550.0

238.4

56.8

56.8

0.0

677.3

1,909.3

Average
annual
IRR |dl

Steel Dynamics
Waters

ICON Health & Fitness

Dade Behring

DDi

Experian
Seat

Sealy Mattress

111.9
228.5

242.0
23.2
298.8
326.6

1.232.0

131 Bain Capital amounts include the equity funds and its affiliated coinvestors

«» Valuation as of September 30, 2000 as determined by Bain Capital

(cl Before expenses, fees and Bain Capital's carried interest

w > Average annual IRR is calculated assuming all initial investments occurred at time zero

198.6%

7

Beginning with Fund VI, Bain Capital introduced Coinvestment Fund VI to offer its investors an
opportunity for greater participation in its larger investments. Coinvestment Fund VI participated in
six large transactions alongside Fund VI, and, while returns will take time to materialize, Bain Capital
believes that these investments will produce returns comparable to those generated in its middle
market activity.

Bain Capital Private Equity Investments
Summary of Large Transactions in Fund VI
(S millions)

Company

Investment date

Total equity

Bain Capital investment
amount 1 "'

Domino's
Mattress Holdings
Buhrmann
Shoppers Drug

Dec-98
Aug-99
Oct-99
Apr-00
Apr-00
May-00

$355.0
118.7
350.0
621.0
200.0
200.0

$202.5
40.5
109.1
70.9
94.0
70.9

US LEC
CTC

Bain Capital amounts include the equity funds and its affiliated coinvestors

8

Bain Capital European Private Equity Fund

Bain Capital has been making investments in Europe since 1989, and has invested more than $200
million in seven Europe-related transactions which have generated a cumulative IRR of 104%. Based
in London, Bain Capital (Europe) currently has 12 multi-national professionals dedicated to making
European investments. The firm intends to add additional personnel and to establish a presence in
Munich in the near future.

Target Investments

Bain Capital's strategy for making private equity investments in Europe is consistent with the
strategy it employs in the United States. The fund will leverage Bain Capital's broad network of
contacts in industry, investment banks and other private equity funds to identify attractive
opportunities. The fund will conduct extensive due diligence prior to making an investment and will
apply Bain Capital's techniques for enhancing value by focusing on operating improvements after an
acquisition closes.

Bain Capital intends to focus its investment activities in Europe on a diversified mix of traditional and
new economy investments, including:

• Corporate Carve-Outs, Restructurings and Expansions. Bain Capital has extensive experience
helping large corporations facilitate complex divisional divestitures. In addition, the firm has also
partnered with leading corporations to provide financing for expansion via both organic growth and
acquisitions. In certain countries, particularly Germany, the fund will focus on acquiring and
repositioning "non-core" assets of large conglomerates.

• Family Owned Businesses. An increasing number of European firms are exploring financial
sponsor-backed management buy-outs and buy-ins to provide solutions for their family succession
issues. Bain Capital has demonstrated success addressing the needs of many such family
businesses in transition.

• Telecommunications and Venture. The ongoing development of the European
telecommunications market is expected to create attractive opportunities to make selective
venture and later stage investments.

The European Opportunity

The Bain Capital European Private Equity Fund is expected to be launched in the first half of 2001
DBSI believes that allocating a portion of the Fund's investments to European private equity will
enhance the Fund's diversification. In addition, DBSI believes that a combination of regulatory social
economic and political trends are occurring or will occur in Europe which should create an attractive '
opportunity to invest in the private equity of European issuers, including:

- the introduction of the Euro, which is contributing to the emergence of a pan-European financial
market with enhanced competition and increased cross border dealings

- changes in taxation, including lower marginal rates and favorable treatment of stock options
which are fostering a more entrepreneurial environment

9

- governmental policies encouraging business development, including economic integration and
greater protection of intellectual property

- improving liquidity through an increasing number of exit routes and the development of the high
yield market and high growth stock markets

Bain Capital Private Equity Investments
Summary of Europe-Related Transactions
($ milli ons)

Bain

Company

nvestment
date

Nation

Capital
Investment
amount' 8 '

Realized
amount

Estimated
9/30/00
value 1 "'

Total
value

Implied
annual
IRRIO

Libri

1989

Germany

3.8

32.9

32.9

55.4%

Dade Behring

1994

France, Ger., Italy, U.S.

29.8

242.0

14.9

256.9

60.5

Seat

1997

Italy

24.6

326.6

223.4

550.0

238.4

Buhrmann

1999

Netherlands

109.1

154.9

154.9

59.4

DexterUs

2000

U.K.

12.0

12.0

12.0

laxis

2000

Netherlands

24.8

12.4

12.4

(75.0)

Aexis

2000

Italy

7.0

7.0

7.0

210.7

602.5

424.6

1,027.1

(al Bain Capital amounts include the equity funds and its affiliated coinvestors

ID1 Valuation as of September 30, 2000 as determined by Bain Capital

(c > Before expenses, fees and Bain Capital's carried interest

(dl Average annual IRR is calculated assuming all initial investments occurred at time zero

Average
annual

103.8%

10

Bain Capital Sankaty Fund

The Sankaty Fund will be managed by Sankaty Advisors, LLC, Bain Capital's fixed income group,
which manages more than $3.5 billion of below investment-grade assets in eight leveraged funds.
Sankaty Advisors is one of the largest and most successful managers of such funds. The Sankaty
Fund, which is contemplated to be structured as a market value collateralized debt obligation fund,
will acquire and manage a diverse portfolio of primarily below investment-grade assets consisting of:
(i) secured bank loans, (ii) public high yield debt, (iii) mezzanine investments, (iv) structured products
and funds and (v) equities and special opportunity investments.

The capital structure of the Sankaty Fund will consist of limited partnership interests and committed,
non-recourse debt financing. This capital structure should enable the fund to leverage its asset
returns in order to enhance the total return to partnership investors. The borrowing arrangements
will include a revolving facility, which will increase the fund's ability to invest on an opportunistic
basis by increasing and decreasing its leverage based on market conditions. The Sankaty Fund will
target a net return to investors of 15-25%.

The Sankaty Fund is expected to provide diversification benefits to the Fund because the targeted
below investment-grade assets have demonstrated low correlation with investments that will be
made by the other targeted investment funds. In addition, the Sankaty Fund is projected to make
cash distributions of realized earnings more quickly than the private equity funds in which the Fund
is expected to invest.

Investment Process

Sankaty Advisors' 21 investment professionals have a long-term investment orientation and seek to
achieve high current income and total rate of return, while managing credit risk through industry and
issuer diversification. Sankaty Advisors focuses on identifying debt investments that it believes will
likely outperform the market through improvements in operating results and reduction in leverage.
The focus is on an investment's potential downside, rather than on its anticipated upside. Potential
debt investments are reviewed on the assumption that they will be held to maturity. However, the
portfolio will be actively monitored and each security will be periodically reviewed to determine
whether, in absolute as well as relative terms, the returns offered for that security are attractive.

Sankaty Advisors will seek to maximize investment opportunities by investing in certain of the
private equity, public equity and mezzanine opportunities presented by Bain Capital.

Performance of Funds Managed by Bain Capital's Sankaty Advisors

Actual equity distributions in the four leveraged high yield funds scheduled to have already made
distributions are meeting or exceeding their initial projections. Set forth below is a summary of the
performance of assets managed by Sankaty Advisors since inception on January 15 1998 throuqh
June 30, 2000:

Cumulative Return

Average Quarterly Return

Sankaty High Yield Portfolios

Bear Stearns High Yield Cash Pay Index

7.15%
2.86%

0.73%
0.31%

Sankaty Bank Loan Portfolios
DLJ Leveraged Loan Index

24.35%
12.28%

2.20%
1.17%

11

Bain Capital Venture Fund

Bain Capitals investment approach, which focuses on defining the market, assessing industry
attractiveness and evaluating a company's competitive and financial position is well-suited for
venture investing, The Bain Capital Venture Fund (which is expected to be launched in the fourth
quarter of 2000) will be Bain Capital's prima^ vehicle for venture capital investments Th fund is
expected to pr.marily target technology-based companies that are involved in business
transformation, including software, telecommunications, hardware, business services and media.

If h ?h C p°iTH m0 t n - theme K nd . er 'r 9 Bain Capita, ' S Venture capital Vestments b the high-growth nature
Z h! * - W ,' Ch the ' nVeStee com P anies °P erate ^d the active role played by Bain Capital

ntPnH " y,nQ ! dd,t,0na ' mana .9 ement ex P ertlse and Priding general business advice. Bain Capital
mtends to make venture capital investments in emerging growth companies in different stages of

During the seed stage in which, for example, an entrepreneur is seeking capital to conduct research

c n omvid. h S ' ne H S P ' an ;i he ™T C ° mpany Wi " b6nefit fr ° m the direction Ba n Cap t

the e aT 4n. in COnSUlt,nQ indUStrY 6Xpertise 0f itS inv e S tment professionals. During

the early stage in which a company may be developing products and seeking capital to commence

roduce thp 9 ; am C T a ' he ,' P bUi ' d "° Ut thG C ° mpany ' S ™nagement and -nfrastruc^e and
introduce the company to potent.ai customers, suppliers and strategic partners For late stage

mvestments in which a profitable or near-profitable high-growth company may be seeking further
expansion capital, Bain Capital can draw on its extensive mergers and acquisition and capital markets
expertise (including having completed more than 75 add-ons for portfolio com^nie ) to VenZ
opportunities. The capital markets expertise of Brookside Capital Partners, Bain Capitol LLC s public
equity affiliate, is helpful in developing exit strategies and the high yield and mezzanine expertise of
toK^l^ in understanding and addressing the capital needs ^ur!Zm^L.
Bain Capital has taken approximately 25 companies public with over $35 billion in market
capitalization as of September 30, 2000.

* lSSS^^^Z s T cins °t ,s - w : th offices in Boston ' New York - san r™™™

Ban CanM t it , '"^stment professionals ,n some of the most active venture capital regions.
Ba n Capital is able to leverage its extensive network of deal sources, including the personal

ad Ton telZV 00 "TTT - ™ P*** equity portfolio comTane. In

— e^lnd «S. t0 haVe 3 Va ' Ue " added inVeSt ° r 9r ° UP ° f leadin9 ,echn °'°9V

" ca1teTand^hrn!!jf en w Ce ; Bain Capita '' S hi£,h r3tio of ime «™nt professionals to managed

m^^^SX^-™*?™ and contacts permit il ,0 COnduct ex,ensive P rim ^ ^e

anigence prior to making an investment.

' c™at?ialTSnf 0nCe an investment is made ' Bain Capital's investment professionals
take an actlvp fn l > ° n9 °' n9 Strateg ' C advice and su ™ on - Bain Ca P^' intends to
professionars c^r e n,r, lnVeS,ee COmpanies ; inciudin 9 board representation (Bain Capital's

from K ^ staff of rr i aPPr0X ' nnately 50 C ° rP ° rate b ° ards) - Bain Ca P |tal can als ° d ™
In add tion t^^J^^T' J eCut,ve ? «? P rovide f °' Potential management talent,
backgrounds ' ^ * ,nves,ment Professionals have strategic consulting or operations

12

Brookside Capital Partners Fund

The fund attempts to generate a long-term return in excess of that generated by the overall U.S.
public equity market while reducing the market risk of the portfolio through selective short positions.
In addition to Brookside Capital Partners Inc.'s 14 investment professionals, the fund utilizes the
industry expertise and contacts of its affiliates to rigorously analyze investment ideas according to
Bain Capital's strategic investment methodology. The fund typically makes investments in small and
mid-cap public securities at prices believed to be below their intrinsic value based on a company's
normalized cash flow, growth potential and/or asset value. As of September 30, 2000, the fund had
approximately $1.5 billion under management.

Brookside Fund Strengths

- Strategic Investment Methodology. Detailed fundamental strategic and financial analysis has
been critical to the success of the fund by providing the ability to properly assess both an
investment's risk and its potential upside. Brookside Capital's fundamental research includes
detailed analyses of industry attractiveness, competitive position, management, key risks and
opportunities, and valuation versus competitors.

- Idea Generation. The fund generates quality investment ideas through its unique network of
investment professionals, including Bain Capital's private equity and below investment-grade
specialists, portfolio companies and limited partners. For example, in managing its existing
portfolio companies and in evaluating potential acquisitions of private companies, Bain Capital
routinely completes detailed industry analyses that identify attractive industries and public
companies as potential investments.

Type of Investments

- Growth Investments. Quality growth companies gaining market share in an attractive industry
due to exceptional capabilities in product development and sales and marketing.

- Value Investments. Including well-positioned companies in out-of-favor industries, cyclical stocks
at the bottom of their business cycle, stocks that have been depressed for the "wrong reasons"
and companies going through complicated spin-offs or restructurings whose value is not being
recognized in the marketplace.

- Crossover Capital. Unregistered securities that provide a company with the expansion capital
needed to pursue its growth goals and strategic plan. Bain Capital seeks to build strong
relationships with outstanding companies regardless of their stage of development. Up to 20% of
the fund's assets may be allocated to private investments.

- Distressed Securities. Bain Capital has significant experience analyzing the risk and reward trade-
offs of different layers of the capital structure through its activities as both an equity sponsor and
mezzanine investor in leveraged transactions, and its capital markets experience developed
through the issuance by portfolio companies of high yield securities and investments managed by
Sankaty Advisors. Performance of this asset class has historically had a low correlation to the
stock market.

13

The fund generally employs modest leverage to enhance returns, with a typical invested position of
110% long and 50% short, providing a 60% net long position. Short positions are opportunistically
employed to reduce portfolio volatility. Typical short positions include industry pair trades (attempting
to be long industry winners and short losers), strategically impaired companies or hedging
techniques to isolate particular investment themes.

Brookside Capital Partners Fund, L.P.
As of September 30, 2000
Portfolio Returns (unaudite d)

Year-to-date

2000 1999

1998

1997

Since
inception' 1 '

Brookside Fund (gross)
Brookside Fund (net)' 21
Russell 2000 Index

8.2%
5.9%
4.2%

74.6%
58.2%
21.4%

27.5%
20.8%
(2.2%)

28.9%
21.8%
22.4%

222.4%
153.9%
61.6%

"> October 31, 1996

< 2 > Performance allocation for 2000 is estimated. Performance is calculated net of expenses and performance allocation
using the time-weighted rate of return method. Time-weighted results equally weight the investment returns in each
quarter. Past performance is not indicative of future results.

14

ummary of Offering

Manager: Deutsche Bank Securities Inc.

Investment Objective: The Fund will attempt to achieve an annual rate of return on

invested capital in excess of the returns generated by
conventional investments in the public equity market and the
private equity market by investing in funds managed by Bain
Capital. DBSI anticipates investing in at least five funds, which will
comprise at least 90% of the portfolio. The remaining balance of
the portfolio may be comprised of direct investments in private
companies parallel with one or more such funds and secondary
investments in funds managed by Bain Capital.

Minimum Investment: $1,000,000

Commitment Period: 5 years

Qualified Investors: Individual investors who own at least $5,000,000 of investments

Initial Capital Commitment: 10% of Capital Commitment

Capital Drawdowns: Capital calls are expected to be made not more than quarterly to
meet capital calls by the underlying funds.

Reporting: Annual audited financial statements as soon as practicable. In

addition, the Fund will distribute quarterly unaudited performance
updates, except for the last quarter. It is expected that the annual
tax information from the underlying funds will not be received in
sufficient time to permit the Fund to incorporate such information
into its own annual tax information and to distribute such
information to U.S. investors prior to April 15 of each year.
Investors should expect to file an extension.

Distributions: Generally, net proceeds will be distributed as they are received to
a designated Deutsche Banc Alex. Brown account unless
otherwise instructed.

Termination: Anticipated to be 10 years from the date of final closing subject to
extension to accommodate the termination of the underlying
funds.

Placement Fee: 2% placement fee on commitments

Management Fee: Capital commitments are subject to an annual management fee of
1.25% paid quarterly in advance. There will be no carried interest.

Legal Counsel: Cadwalader, Wickersham & Taft

Auditors: PricewaterhouseCoopers, LLP

Appendix - Bain Capital Private Equity Investments

Table I

Summary of all Bain Capital Private Equity Investments (Funds I - V)

(S thousands)

Key Airlines

Holson Burnes Group

Accuride

Vetco Gray

Handbag Holdings

PPM

Stage Stores (SRI)
Libri

ABRY Communications
Damon

Polymerics/Tulip
Gartner Group
Brookstone
Masland

EduServ Technologies
Leiner

American Pad & Paper
Duane Reade
Preferred Technical Group
Gilbert Engineering
GS Industries
GT Bicycles

Stream Int'l/Corp Soft/Modus Media

PSI

Totes

Steel Dynamics
Physio Control
Waters

ICON Health & Fitness
Small Fry/Humpty Dumpty
FTD

Dade International
Investment Resource Mgmt.
Auto Palace/ADAP
Alliance Entertainment
Jostens Learning
Wesley Jessen VisionCare
Jtech

Miltex Instruments
Cambridge Industries
Argencard
Sportcraft
AMF Bowling
The Lifelike Company
Clarity Telecom
Medical Specialties
Bocchi Laboratories
Dynamic Details

Date of
nvestment

Investment
amount

Realized or
estimated
amount' 1 '

Implied

Ann i lal
ui ii ludi

IRRI2)

1984

S 2 nnn

i O.JOS

52.9%

1986-92

1 010

OO Ol

20.9

1986

? R04

£1 010

1,122.8

1988

3,776

1 K QQC

66.4

1988-91

4 IRQ

yyj

(26.9)

1988

2,164

OK/1

(65.7)

1988-92

9,587

1R4 4R9

CO Ci

o/.y

1989

3,750

•30 OOC

OD.4

1989-90

4,290

on /on

OO.l

1989

3,395

1 o Rfin

"37 Q

o / .y

1989

4,201

n
u

1990

3,458

?Rn

O 1 c o

1991

4,181

47 91Q

I ^b.1

1991

10,442

U3,yHO

1 oo n

1 o4.9

1991-93

4,132

4nn

/OQ C\

uy.b)

1992

2,776

Q 1 71

z/.o

1992

5,060

i 07 1 R1

1 30.0

1992

16,080

58,924

Q1 1
O I . I

1992

6,958

74,545

?n7 7

1992

3.145

85,218

1993

24,518

41 b. j

1993

6,376

31,858

7n 7
/u. /

1993

9,577

20,587

^.y.O

1993

6,511

13,025

1994

9,410

9,410

n n

1994

18,263

1 03 960

1994

8.524

176,876

1994

26,633

204,516

007 Q

/.z / .y

1994

45.534

13,379

(43.8)

1994

3,357

5,948

20.7

1994

5,711

5,711

0.0

1994

26,669

229,898

61.0

1995

4,533

4.152

(3.1)

1995

4,976

2,166

(22.7)

1995

25.137

10,021

(84.1)

1995

13.616

1995

6,424

303,382

315.5

1995

3.751

3,751

0.0

1995

4.926

2.463

(16.3)

1995

15.749

1995

4,312

6,740

13.8

1995

4,329

1,082

(29.3)

1996

18,598

5,358

(42.8)

1996

2,108

2,108

0.0

1996

6,702

24,478

60.2

1996

9.628

2,407

(32.7)

1996

4.286

4,286

0.0

1996

40.573

69,758

36.2

Average
annual

IRRI2K3)

16

lit* * 1 - ■■ ■ 1

(S thousands)

Date of
investment

Investment
amount

Realized or
estimated
amount' 11

Implied
annual
IRR«>

PiRod

1996

$ 6,408

S 6,408

0.0%

Physicians Quality Care

1996

1 5,596

2,339

(52 3)

Experian

1996

87,633

251,884

6,636.3

62nd Street Broadcasting

1996

1 2,383

3,096

(40 4)

Walco International

1997

1 1 ,985

1 1 ,985

0.0

Tricor Packaging/Kranson

1997

3,020

29,044

147.3

Autosystems Manufacturing

1997

9,761

3,335

(44 1)

Therma-Wave

1997

9,203

9,203

0.0

Premier Brands/Mother's Kitchen

1997

6,516

949

(58.6)

Doubleclick

1997

8,527

88,670

303.3

Vivra Specialty Partners

1997

19,019

12,569

(15.9)

Artisan Entertainment

1997

5,857

20,499

87.1

DecisionOne

1997

11,780

GoCom Communications

1997

9,819

9,819

0.0

Midwest of Cannon Falls

1997

8,362

8.362

0.0

Epsilon/DMDA

1997

8,644

8,644

0.0

Seat

1997

17.103

173,431

241.6

The Learning Company

1997

17,641

30,961

32.5

Sealy Mattress

1997

40,050

40,050

0.0

Alliance Laundry

1998

19,749

19,749

0.0

Investments < $2 million & venture investments

85,424

357.387

56.6

Total investments

$88 1,409

$3,277,195

Average
annual

IRRI21I3)

88.0%

Valuations as of December 31, 1999 as determined by Bain Capital as described on page 21 .
121 Before expenses, fees and Bain Capital's carried interest.

131 Average annual IRRs are calculated assuming all initial investments occurred at time zero. See page 21 for a further
description of current valuation and IRR methodology.

17

Table II

Summary of all Bain Capital Private Equity Realized Investments (Funds I - V)

(S thousands)

Date of
investment

Investment
amount

Realized
amount

Implied
annual

IRR'21

Average
annual
IRRHK2)

Key Airlines

Calumet Coach

Holson Burnes Group

Accuride

GS Roofing

Vetco Gray

Handbag Holdings

PPM

Transtar

Stage Stores (SRI)
Libri

ABRY Communications
Damon

Polymerics/Tulip
DeVilbiss
Gartner Group
Mothercare Stores
Brookstone
Masland

Environmental Data Resources
EduServ Technologies
Leiner

American Pad & Paper
Duane Reade
Preferred Technical Group
Eastman Office Products
Gilbert Engineering
Nutraceutical' 3 '
GS Industries' 4 '
GT Bicycles

Stream Int'l/Corp Soft/Modus Media

OneSource Information' 3 '

Oacis Healthcare

Steel Dynamics' 3 '

Physio Control

WE FA Associates

Waters

Small Fry/Humpty Dumpty' 3 '
Dade International'^'
Investment Resource Mgt.
Auto Palace/ADAP
Alliance Entertainment
Jostens Learning
Wesley Jessen VisionCare' 3 '
Clarity Telecom
Dynamic Details (DDiF
Experian

Tricor Packaging/Kranson

DoubleClick

Artisan Entertainment

DecisionOne

Investments < $1 million & venture investments
Total investments

1984
1986

1 986-92
1986
1986
1988

1988-91
1988
1988

1988- 92
1989

1989- 90
1989
1989
1990
1990
1991
1991
1991

1991-92
1991-93
1992
1992
1992
1992
1992
1992
1993
1993
1993
1993
1993
1994
1994
1994
1994
1994
1994
1994
1995
1995
1995
1995
1995
1996
1996
1996
1997
1997
1997
1997

$ 2,000
1,000
10,010
2,604
1,388
3,776
4,189
2,164
1,120
9,587
3,750
4,290
3,395
4,201
1,850
3,458
1,240
4,181
10,442
2,352
4,132
2,776
5,060
16.080
6,958
1,906
3,145
1,691
8.283
6,376
9,577
1,670
3,691
18,263
8,524
1,850
26,633
3,357
13,335
4,533
4,976
25,137
13,616
6,424
6,702
4,215
87,633
3,020
8,527
5,857
11.780
55,468

$ 5,369
34,120
22,621
61,219
3,879
15,995
993
254
14,446
184,432
32,936
30,430
1 0,860

5,233
55,380

47,213
69,948
22,279
400
9,171
107,181
58,924
74,545
8,805
85,218
28,920
33,884
31,858
17,645
35,147
7,680
103,960
176,876
17,385
204,516
5,948
216,556
4,152
2,166
10.021

303,382
24,478
19.531

251,884
29,044
88,670
20,499

161.725

52.9%
478.1
20.9
1,122.8
67.1
66.4
(26.9)
(65.7)
119.8
62.9
55.4
55.1
37.9

43.4
216.2

126.1
132.9
35.7
(29.6)
27.0
130.0
31.1
207.7
511.4
128.2
80.6
416.3
70.7
29.3
63.9
18.1
82.5
844.4
145.0
227.9
20.7
61.0
(3.1)
(22.7)
(84.1)

315.5

60.2

36.2
6,636.3
147.3
303.3

87.1

37.4

5458,192 52,757,778

173.2%

18

Hi Before expenses, fees and Bain Capital's carried interest.

(2i Average annual IRRs are calculated assuming all initial investments occurred at time zero. See page 21 for a further

description of current valuation and IRR methodology.
13' Realized amount includes public securities valued at a discount from the December 31, 1999 price, not yet distributed:

Nutraceutical - $12,505, OneSource Information - $24,334, Steel Dynamics -$3,813, Small Fry/Humpty Dumpty - $1,654

and Wesley Jessen VisionCare - $1 7,961 .
(41 GS Industries - to date Bain Capital has received $33,884 on its initial investment of $8,283 (excludes $16,235 follow-on

investment made October 1995) as shown above. As of December 31, 1999 the total cost and value of the investment

are $24,518 and $58,402. respectively, which are included on Table I and in the calculation of its IRR of 416.3%.
• 5 » Dade International - to date Bain Capital has received $216,556 on $13,335 of its investment. At December 31, 1999 the

total cost and value of the investment are $26,669 and $229,898, respectively, which are included on Table I and in the

calculation of its IRR of 61.0%.

' 6 > Dynamic Details - to date Bain Capital has received $19,531 on its initial investment of $4,215 (excludes $36,359 follow-
on investment made 1997) as shown above. As of December 31, 1999 the total cost and value of the investment are
$40,573 and $69,758, respectively, which are included on Table I and in the calculation of its IRR of 36.2%.

19

Table III

Summary of Recent Bain Capital Private Equity Investments' 1 '

Date of

Investment

(S thousands)

investment

amount

US Synthetic

1998

$ 17,336

SMTC/Hi-Tech Manufacturing

1998

7,420

Frucor

1998

7,989

Bentley's Luggage

1998

2,975

Anthony Crane

1998

19,216

Fresh Samantha/Odwalla

1998

13,015

Epoch Senior Living

1998

24,624

Domino's

1998

188,753

Stage Stores

1998

23,324

Integrated Circuit Systems

1999

21,667

TravelCLICK

1999

15,426

ChipPAC

1999

35,023

Mattress Holdings

1999

32,161

Advanced Telecommunications

1999

27,246

netLibrary

1999

6,649

Buhrmann

1999

98,328

Cameraworld.com

1999

5,186

Stericycle

1999

25,404

Stream International

1999

19,749

Australian Electronic Manufacturing Systems

1999

16,555

Shoppers Drug Mart

2000

63,134

Dealtime.com

2000

6,303

iWon.com

2000

23,911

|p VIC

zUUU

20,518

HealthEcare

2000

3,551

USLec

2000

89,970

eTranslate

2000

3,555

DexterUs

2000

9,421

AMR Interactive

2000

3.012

Village Ventures

2000

11,569

Broder Brothers

2000

16,473

Aexis

2000

5,585

CTC Communications

2000

67,817

Rivus Internet Group

2000

4,990

Total investments

$937,855

Includes investments made by Bain Capital Fund VI, Coinvestment Fund VI and Bain Capital Pacific Fund through May
2000.

20

Current Valuation and IRR Methodology

Current Valuation

Current valuation for private company investments includes all cash returns to date plus the
estimated fair market value of any remaining interest held by the funds as determined by Bain
Capital as of the date of such valuation. Current valuation for investments in public companies are
valued at the price of the last trade on the date of such valuation as quoted in The Wall Street
Journal, less a discount for illiquidity plus all cash returns to date.

IRR Methodology and Calculation

Implied annual internal rates of return are based on the total Bain Capital investment in each
portfolio company from the date of investment until the date(s) when proceeds were received. For
investments currently held, the estimated fair market value of the remaining interest in the company
is assumed to be the terminal cash flow.

Portfolio companies that were acquired in separate transactions and have been subsequently
merged are treated as a single investment.

Internal rates of return calculations are before taking into consideration fees, expenses and the
General Partner's carried interest.

Overall IRR calculations, as well as for the various groupings contained in Table I and Table II, are
compounded quarterly assuming all initial investments in each portfolio company occur at time zero.

Projections

Return information provided herein is based on historical results of Bain Capital private equity funds
and does not necessarily indicate future returns. The performance data is provided for illustrative
purposes only and should not be construed as a representation as to the performance of the Fund.

21

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Deutsche Bank Securities Inc., which are indirect subsidiaries of Deutsche Bank AG.